FORM OF BRIDGE LOAN AGREEMENT (DECEMBER 1996)

EXHIBIT 10.17

BRIDGE LOAN AGREEMENT

NO. ____







THIS BRIDGE LOAN AGREEMENT (this "Agreement") is dated as of ___________, 1996, by and between Fieldworks, Incorporated, a Minnesota corporation (the "Company"), and _____________________ (the "Investor").



RECITALS:



(a) Whereas, the Company needs cash to fund its operations until

such time as it can complete a debt or equity financing; and



(b) Whereas, the Investor desires to lend funds to the Company

on the terms and conditions set forth in this Agreement; and



(c) Whereas, other investors ("Other Investors") may lend funds

to the Company on terms and conditions equivalent to those set forth

in this Agreement.



Accordingly, in consideration of the foregoing, the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Loan/Promissory Note. The Investor agrees to lend to the Company

-------------------- $__________ and the Company agrees to deliver to the Investor a subordinated promissory note, in the form attached hereto as Exhibit A (the "Note" and,

--------- together with any similar notes issued to Other Investors, the "Notes"), in a like amount. The delivery of the Note shall be made concurrently with delivery of funds to the Company in the amount set forth above. Up to 20% of the original principal amount of the Note shall be convertible into shares of Common Stock (the "Conversion Shares") at Investor's option, as more fully described in the Note.



2. Warrants. In consideration of the loan, the Company shall issue

-------- to the Investor, concurrently with delivery of the Note, a warrant, in the form attached hereto as Exhibit B (the "Warrant" and, together with any similar

--------- warrants issued to Other Investors, the "Warrants"), to purchase 2,500 shares of Common Stock of the Company for each $50,000 loaned to the Company. For incremental amounts loaned over $50,000, the Warrant shall cover that number of shares of Common Stock obtained by multiplying 2,500 by a fraction, the numerator of which is the incremental amount loaned and the denominator of which is 50,000. The shares of Common Stock issuable upon exercise of the Warrant are referred to hereinafter as the "Warrant Shares."



3. Repayment. All outstanding principal and accrued interest on the

--------- Note shall be due and payable on June 30, 1997; provided, however, that the

-------- ------- Company may extend the final maturity of the Note to December 31, 1997, by written notice delivered to the Investor at any time before June 30, 1997; provided,

-------- further, that notwithstanding the foregoing, the Note shall be payable in full - ------- within thirty (30) days after the effective date (the "Effective Date") of any registration statement (a "Registration Statement") relating to an initial public offering of the Company's equity securities registered under the Securities Act of 1933, as amended (the "Securities Act"). The Note may not be prepaid except in the event a Registration Statement is filed and declared effective, as described above.



4. Restrictions on Transfer. The Note, the Warrant, the Warrant Shares

------------------------ and the Conversion Shares shall be subject to certain restrictions on transfer identified in the Note and the Warrant.



5. Representations and Warranties of the Company. The Company represents

--------------------------------------------- and warrants to the Investor as follows:



(a) That this Agreement has been duly authorized by all necessary

corporate action on behalf of the Company, has been duly executed and

delivered by an authorized officer of the Company, and is a valid and

binding agreement on the part of the Company;



(b) That all corporate action necessary to the authorization,

issuance, and delivery of the Note, the Warrant, the Warrant Shares and the

Conversion Shares (collectively, a "Unit") has been taken on or prior to

the date hereof; and



(c) That, as of the date hereof, this Agreement, the Note, the Warrant

and the Company's Confidential Private Placement Memorandum dated December

4, 1996 (together with all exhibits thereto and documents delivered

therewith, the "Memorandum"), taken as a whole, do not contain an untrue

statement of a material fact or omit to state a material fact required in

light of the circumstances under which such statements were made to be

stated in such documents to make the statements in such documents, taken as

a whole, not misleading.



6. Representations and Warranties of the Investor. The Investor

---------------------------------------------- represents and warrants to the Company as follows:



(a) The Investor has received, carefully reviewed and is familiar

with the Memorandum;



(b) That the Investor is in a financial position to hold the Units

for an indefinite period of time and is able to bear the economic risk and

withstand a complete loss of the Investor's investment in the Units;





(c) That the Investor believes the Investor, either alone or

with the assistance of the Investor's own professional advisor, has

such knowledge and experience in financial and business matters that

the Investor is capable of reading and interpreting financial

statements and evaluating the merits and risks of the prospective

investment in the Units and has the net worth to undertake such risks;



(d) That the Investor has obtained, to the extent the Investor

deems necessary, the Investor's own personal professional advice with

respect to the risks inherent in the investment in the Units and the

suitability of an investment in the Units in light of the Investor's

financial condition and investment needs;



(e) That the Investor believes that the investment in the Units

is suitable for the Investor based upon the Investor's investment

objectives and financial needs, and the Investor has adequate means

for providing for the Investor's current financial needs and personal

contingencies and has no need for liquidity of investment with respect

to the Units;



(f) That the Investor has been given access to full and complete

information regarding the Company and has utilized such access to the

Investor's satisfaction for the purpose of obtaining information and,

particularly, the Investor has either attended or been given

reasonable opportunity to attend a meeting with representatives of the

Company for the purpose of asking questions of, and receiving answers

from, such representatives concerning the Company and to obtain any

additional information, to the extent reasonably available, necessary

to verify the accuracy of information provided to the Investor;



(g) That the Investor recognizes that an investment in the Units

involves a high degree of risk, including, but not limited to, the

risk of economic losses from operations of the Company;



(h) That the Investor recognizes that in addition to the proceeds

from the sale of Units, the Company will require additional financing

to fund current and proposed operations, and there can be no

assurances that additional financing can be obtained;



(i) That the Investor realizes that (i) the purchase of the

Units is a long-term investment; (ii) the purchaser of the Units must

bear the economic risk of investment for an indefinite period of time

because the Notes, the Warrant, the Warrant Shares and the Conversion

Shares have not been registered under the Securities Act or under the

securities laws of any state and, therefore, none of such securities

can be sold unless they are





subsequently registered under said laws or exemptions from such

registrations are available; (iii) the Investor may not be able to

liquidate the Investor's investment in the event of an emergency or

pledge any of such securities as collateral for loans; and (iv) the

transferability of such securities is restricted and (A) requires the

written consent of the Company, and (B) legends will be placed on the

Notes and the Warrant and on any certificates representing the Warrant

Shares and the Conversion Shares referring to the applicable

restrictions on transferability.



(j) That the Investor certifies, under penalties of perjury,

that the Investor is NOT subject to the backup withholding provisions

of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as

amended (Note: You are subject to backup withholdin ...